Charter

Campus Research Computing (CaRC) Consortium

Consortium Charter & Procedures

Preamble

The purpose of this document is to codify the structure and operation of the Campus Research Computing (“CaRC”) Consortium (also referred to herein as the “CaRC Consortium” or the “Consortium”). It is intended to be a living document that will change as the Consortium grows and matures.

Section I: Vision, Purpose, and Background of the Consortium

Vision: The vision of the CaRC Consortium is to advance the frontiers of research at academic institutions by supporting on-campus awareness and facilitation services related to computation for researchers, including inter-institutional resource and knowledge sharing among research computing professionals, and continuous innovation in research computing capabilities.

Purpose: The Consortium is committed to supporting the sustainability of campus efforts through professional and career development for the individuals (“Facilitators” and other professionals) who enable and collaborate with researchers to better utilize large-scale, advanced computing resources. The Consortium is further dedicated to extending and enhancing the reach and impact of campus and national research computing infrastructure on research conducted at the campus level (including multi-institution collaborations). The Consortium explores and develops effective strategies and best practices that campuses may use to empower their researchers to become more effective users of advanced research cyberinfrastructure (CI) at the campus, regional, national, and international levels.

Background: The Consortium is related to an NSF-funded research coordination network (RCN) pilot project (the “Project”) that was awarded for the period July 1, 2016 through June 30, 2019. While the Project remains in active status, its Principal Investigator, known herein as the “Project Lead”, shall have responsibility for architecting support for the Project and the Consortium through involvement with the “Consortium Council” and the “Leadership Team”, including allocation of award funds from agencies to campuses or other entities in support of the Consortium.

As described in Section II, the Consortium is governed by the “Consortium Council” (also referred to herein as the “Council”), which elects a “Council Chair” to serve as the leader of the Consortium. An important responsibility of the Council Chair is to encourage high-level participation in the Consortium by members and to work with the Leadership Team to recruit potential new members.

The intent is that the Project and the Consortium will be separate but tightly coupled entities, with both committed to the vision and purpose laid out above.

If the Project ceases operation, all rights, privileges, or roles granted to or designated for the Project or the Project Lead shall terminate unless the Project is replaced by a successor project or entity approved by a two-thirds vote of the Council.

Figure 1 – CaRC Consortium Organization Diagram

Section II: Organization and Structure of the Consortium

The Consortium shall be a non-profit entity of suitable legal form to accept, manage, and expend funds and take all actions reasonably necessary to accomplish its Vision and Purpose. To streamline action or change, adoption or modification of the legal form of the Consortium shall require a two-thirds majority vote of the Consortium Council (described below) which, if serious dissension results, can be overturned by a two-thirds majority of the Consortium. At no time may the Consortium, the Leadership Team, or the Consortium Council take any action inconsistent with the legal form of the Consortium at the time of such action, and any such inconsistent action will be null and void.

The Consortium shall meet at least once per year. The governing body of the Consortium is the Consortium Council. Executive leadership is provided by the Council Chair and the CaRC Leadership Team. Figure 1 illustrates the organization of the Consortium.

II.aConsortium Council. The Consortium Council (the “Council”) oversees the activities of the Consortium and determines the strategic direction of the Consortium.

II.b Council Chair. By majority vote, the Council shall elect an individual from among its voting members to serve a two-year term as Council Chair. A Council Chair may serve no more than two consecutive full terms as Council Chair. A partial term of at least one year shall be deemed to be a full term for purposes of this limitation.

In addition to the responsibilities of Council members enumerated in Section IV.b, the Council Chair is responsible for:

Coordinating all Council meetings with Council members and other attendees.

Creating and circulating an agenda for Council meetings at least 48 hours before each regularly scheduled meeting, and as early as reasonably possible before each special meeting.

Other matters that may be described in this Charter or are assigned by the Council.

During his or her term, the Council Chair shall be an individual voting Ex-Officio Member of the Council and may vote on all matters brought before the Council. In the event of a tie in a vote of the Council, the Council Chair shall have decision authority on the matter on which the vote was tied. During the Council Chair’s term, the Council Chair may not also serve as the designated voter for any institutional member of the Council. If necessary to avoid violation of this rule, any institution for whom the Council Chair would otherwise be the designated voter for Council matters must designate a different individual to serve in that role, as described in Section IV.c.

II.c Consortium Coordinator. A Consortium Coordinator may be nominated by the Council Chair and the Project Lead, and approved by the Council. The Consortium Coordinator reports to the Council Chair and the Project Lead. Under their direction, and with the assistance of the Leadership Team, the Consortium Coordinator manages the programmatic, outreach, and other activities of the Consortium. The Consortium Coordinator is appointed to a two-year term and may be reappointed every two years by the Council.

II.d Leadership Team. The Leadership Team comprises the following members:

The Council Chair, who serves as chair of the Leadership Team;

The Project Lead, so long as the Project continues in operation;

The Consortium Coordinator;

The Treasurer;

Current chairs of those committees, subcommittees, special interest groups, and working groups of the Council as may be specified by the Council; and

Such other individuals as may be nominated by the Council Chair or the Project Lead and approved by the Council.

Members of the Leadership Team other than the Council Chair, the Treasurer, and the Project Lead may be removed from the Leadership Team at any time and for any reason by a two-thirds vote of the Council.

Members of the Leadership Team are responsible for

Directing certain aspects of the Consortium’s work as delegated by the Council Chair;

Proposing policies, statements of position, or other items requiring Council approval; and

Representing the Consortium in meetings with other organizations and initiatives, as determined by the Council Chair.

II.e Treasurer. By majority vote, the Council shall elect an individual to be the Treasurer of the Consortium. The Treasurer is elected to a two-year term and may be re-elected every two years by the Council. Working with the Council Chair, the Consortium Coordinator, and the remainder of the Leadership Team, the Treasurer is responsible for:

Preparing an annual budget for the Consortium, to be approved by the Council prior to the start of each fiscal year of the Consortium;

Managing all funds received or expended by the Consortium;

Creating and managing bank or investment accounts on behalf of the Consortium;

Overseeing all tax and other regulatory filings on behalf of the Consortium;

Working with the Council Chair and the Leadership Team to ensure that the Consortium is properly registered and licensed to accept and expend funds from all relevant sources as authorized by the Council. Such sources may include membership fees, grants, contracts, etc.;

Arranging to provide independent perspectives on Consortium finances, at least once per fiscal year;

Subject to approval by the Council Chair, entering into such contracts with outside professionals as may be required to ensure that the Consortium complies with all regulations or other rules affecting its fiscal operations; and

Approving the financial aspects of all contracts or other agreements entered into by the Consortium.

The Treasurer reports regularly to the Council Chair, and to the Leadership Team and the Council at each of their regular meetings. The Council has the right to require a bond for the Treasurer at the Consortium’s expense.

During his or her term, the Treasurer shall be an individual voting Ex-Officio Member of the Council and may vote on all matters brought before the Council except for a vote on removal of the Treasurer. During the Treasurer’s term, the Treasurer may not also serve as the designated voter for any institutional member of the Council. If necessary to avoid violation of this rule, any institution for whom the Treasurer would otherwise be the designated voter for Council matters must designate a different individual to serve in that role, as described in Section IV.c.

II.f Employees and Contractors. The Consortium may hire such employees or contractors as the Council may approve to accomplish the work of the Consortium.

II.g Contracts and Grants. The Consortium may enter into such contracts and grant activities as the Council may approve to accomplish the work of the Consortium, subject to consistency with the Consortium’s non-profit status and legal form.

II.h Fiscal Year. The Consortium shall operate on a standard fiscal year of July 1 to June 30. All terms of office and appointments shall be brought into conformance with the fiscal year as quickly as is practical.

Section III: Consortium Membership and Participation

III.a Institutional Members. Full institutional membership in the Consortium is open to any organization in the United States that is either a public or private academic institution (or component thereof), or a national or regional non-profit institution or organization that involves or supports research computing. A full institutional member shall be entitled to vote on all matters submitted to a vote of Consortium members and shall be eligible for election as a Voting Member of the Council.

A prospective Member must provide a formal letter containing an institutional commitment to the purpose and vision of the Consortium as described in Section I and to the following elements:

Funding one or more designated professional(s) (e.g., Facilitators or CI-Engineers) who can directly address the mission and activities of the Consortium and enable the prospective Member to fully participate in the applicable technical activities of the Consortium. The prospective Member’s commitment shall be to fund such professional(s) at one or more of the Member’s locations for the duration of the prospective Member’s membership in the Consortium.

Promoting and funding the professional development of its designated professional(s) and their participation in Consortium activities, events, and meetings.

Paying such annual membership fees as may be levied by the Consortium subject to approval by the Council.

At the inception of the Consortium, there will be 28 founding Institutional Members (“Founding Members”), all of whom were granted full voting membership status in connection with commitments made to the Project. The Founding Members are listed in an appendix to this Charter.

Prospective members may apply for membership in the Consortium by submitting the letter described above in this section to the Council Chair. If, in the opinion of the Council Chair, the application meets the criteria stated above in this section, it will then be presented to the Council for formal approval, which requires approval of a simple majority of Council members.

The Council may, at its discretion and with formal approval of at least two-thirds of its members, change the membership fee or impose additional requirements for new membership applications. Members will be provided at least three-months’ (3-months’) notice of the implementation of changes in membership fees or requirements.

III.b Partner Members. A partner organization (a “Partner”) may be permitted to join the Consortium as a non-voting “Partner Member”. Each Partner membership will be subject to an agreement between the Consortium and the Partner negotiated by the Council Chair and Leadership Team with the leadership of the Partner to define the scope, expectations, and activities of both parties. The agreement may grant the Partner non-voting participation in meetings of the Council and/or its committees or subcommittees. In addition, the agreement may grant the Partner the ability to participate in some or all of the subgroups (committees, subcommittees, special interest groups, or working groups) of the Consortium on terms that have been approved in advance by the leadership of those subgroups. The agreement may set membership fees for the Partner’s participation in the Consortium and/or its subgroups, and will contain appropriate amendment and termination provisions. It will not become effective until approved by majority vote of the Council.

III.c Other Categories of Members. Additional categories of membership may be created by the Council upon recommendation of the Leadership Team or Council members. Such recommendations will include proposed amendments to this Charter addressing the requirements for membership in the new category, the rights and responsibilities of the members in the new category, and provisions for removal of members in the new category. The new category of membership shall become effective upon approval of the proposed Charter amendments by a two-thirds vote of the of the Council. Voting rights, membership fees, and general rights and responsibilities may vary among different categories of Consortium membership.

III.d Voting. Each Member entitled to a vote on Consortium matters must designate a single individual to vote on behalf of such Member on all matters brought to a vote of the Consortium membership. No other individual may vote on such matters on behalf of the Member without a general or specific proxy in writing from the designated voter. A Member may change its designated voter by providing written or electronic notice to the Council Chair.

III.e Removal of Members. Members are expected to make good faith efforts to meet their membership commitments and to participate actively in the Consortium. Membership will be terminated if a Member is more than 18 months in arrears in payment of membership fees or other monetary amounts due to the Consortium, unless a special, confidential payment plan has been negotiated by the Treasurer and approved by the Council Chair.

In addition, if the Council Chair is dissatisfied with a Member’s level of participation in Consortium activities, then the Leadership Team will act as a committee to review a Member’s ongoing commitment to the Consortium and its activities, and the Member’s ability and willingness to participate actively in the Consortium. The committee will attempt to resolve any identified issues through discussion with the Member. However, if discussion with the Member does not adequately resolve issues identified during the review process, the Council Chair will recommend to the Council that the Member be removed for cause. Following such recommendation, the Member will have a period of no less than three (3) months to rectify issues identified in the review. If, in the opinion of the Council Chair, the member has not rectified all such issues by the end of said period, the Council will take a formal vote on removal of the Member, and the Member will be removed if two-thirds of the members of the Council vote in favor of removal. The Member under consideration for removal is not entitled to vote, even if the Member is a Voting Member of the Council. All fees received from a removed Member shall be non-refundable. If the Consortium Member removed is also a member of the Council or any committees, such membership(s) will also be terminated upon the effective date of the Member’s removal from the Consortium.

Section IV: The Consortium Council

IV.a Membership. The Council is the primary governing body of the Consortium. The Council is elected by the Consortium Members entitled to vote on Consortium matters, and membership in the Consortium does not in any way imply membership on the Council. The voting members of the Council are expected to generally represent the interests of all categories of Members of the Consortium entitled to a vote on Consortium matters. The number of voting members on the Council may be changed by a two-thirds vote of the Council, but may not exceed 35 voting members at any time, not counting the Council Chair and the Treasurer.

Council membership comprises the following categories: Voting Members, Non-Voting Members, and Ex-officio Members.

Voting Members. Voting Members of the Council will be elected from among Consortium members in membership categories permitted to hold voting membership on the Council. If there are multiple membership categories permitted to hold voting membership on the Council, then the Council shall take steps to ensure that the representation of Voting Members from each such category is approximately proportional to its relative size when compared to other such membership categories. Voting Members are elected to staggered 3-year terms with approximately one-third of such members elected each year. At any time when the number of Voting Members is adjusted, it shall be the responsibility of the Council to assign term-lengths to affected Voting Members (including candidates for membership) in order to maintain the staggering of terms. At inception of the Consortium, this shall be the responsibility of the Leadership Team.

Non-Voting Members. Upon recommendation of the Council Chair, the Council may appoint Non-Voting Members to the Council by majority vote. Such members may be appointed for up to two-year terms and may be reappointed without limit. Any Member of the Consortium may be appointed as a Non-Voting Member of the Council.

Ex-Officio Members. Upon recommendation of the Council Chair, the Council may appoint Ex-Officio Members to the Council by majority vote. Such members may be either individuals or organizations, and they may be appointed for up to two-year terms and may be reappointed without limit. An important purpose for Ex-Officio Members is to ensure a voice in Council activities for all constituencies and communities of practice that participate actively in Consortium activities and that the Consortium endeavors to serve.[1] As described in Sections II.b and II.e, respectively, the Council Chair and the Treasurer shall be individual voting Ex-Officio Members of the Council during their terms. Other members of the Leadership Team shall automatically be appointed as individual Ex-Officio Members of the Council, but not necessarily with voting rights. Except for the Council Chair and the Treasurer, the Council will determine the voting rights of each Ex-Officio Member upon appointment, on a case-by-case basis, except that such members will automatically be non-voting if granting voting rights would give an Institutional Voting Member more than one vote on the Council. (The voting rights of the Council Chair and the Treasurer are exempted from this condition.) Institutional Ex-Officio Members who are granted voting privileges on the Council are also subject to the terms of Section IV.c.

IV.b Responsibilities of Council Members. In addition to their responsibilities as Members of the Consortium, Members of the Council commit to Active and Regular Participation. For Institutional Members of the Council, such participation need not be by a single individual at all times, provided that participants acting on behalf of the Institutional Member are appropriately qualified to participate in the particular Council activities involved.

Active Participation. Active Participation in Council activities requires that Council Members participate in and contribute to Council activities such as teleconferences, videoconferences, face-to-face meetings, email or in-person voting, etc. In a more general sense, each Council Member is expected to contribute actively to the overall work of the Council.

Regular Participation. Regular Participation is defined as active participation in at least one-half of the Council activities during each fiscal year of a Member’s term.

IV.c Voting Rights. For an Institutional Member of the Consortium elected as a Voting Member of the Council, the voting membership is considered to be an institutional voting membership. Each such Institutional Member must designate a single individual to vote on behalf of the Member on all matters brought to a vote of the Council. No other individual may vote on behalf of the Member without a general or specific proxy in writing from the designated voter. The individual designated as the voter for Council matters need not be the same individual designated in Section III.d. The designated voter for Council matters may be changed by providing written or electronic notice to the Council Chair.

IV.d: Council Member Alternates. A Council Member may send a qualified alternate affiliated with the Council Member’s institution or organization to participate on its behalf in any Council meeting or activity. The alternate may only vote under the terms of Section IV.c.

IV.e Removal of Council Members. Members of the Council may be removed automatically in accordance with the provisions of Section III.d. In addition, if a Member fails to participate actively and regularly in the activities and work of the Council during any fiscal year of the member’s term, then the Council Chair may recommend to the Council that the Member be removed from the Council. Such member will be removed if two-thirds of the voting members of the Council vote for removal. The member under consideration for removal is not be entitled to vote, even if the member is a Voting Member of the Council. Removal as a Member of the Council does not affect the Member’s Membership in the Consortium. Any Member removed from the Council under the terms of this paragraph will not be eligible for re-election as a voting member of the Council for one (1) year after removal.

IV.f Council Operating Procedures

IV.f.1 Council Meetings. The Council will meet no less than three times per fiscal year. All meetings of the Council will follow the procedures outlined in Robert’s Rules of Order, Newly Revised or other agreed upon procedures adopted by a two-thirds vote.

IV.f.2 Council Quorum. A quorum of the Council is defined as any number of voting members (including alternates with written proxies applicable to the matter to be voted upon) that is greater than one-half of the Council’s voting membership.

IV.f.3 Council Voting. The Council shall establish voting procedures prior to taking any vote. In general, at the discretion of the Council Chair votes may be taken in person, by telephone, or by electronic means including email. Except for votes taken at Council meetings that have been announced at least 48 hours in advance, no vote may be taken on any matter without notification of the impending vote at least 6 hours in advance of the scheduled vote. Votes on any matter may be taken at any Council meeting announced at least 48 hours in advance, as it is a reasonable expectation that votes of the Council may take place at such a meeting on a wide range of matters that may or may not be included in the agenda for the meeting.

In the absence of a procedure on a particular topic related to voting procedures, the default procedure shall be in accordance with Robert’s Rules of Order, Newly Revised.

IV.f.4 Permanent Committees and Other Subgroups. By a two-thirds vote, the Council may, at its discretion, create such permanent subgroups (e.g., standing committees, subcommittees, special interest groups, or working groups) of the Council or of the Consortium as it deems necessary to carry out the work of the Consortium. When creating such a subgroup, the Council may specify initial membership requirements, dues, operating procedures, and similar items, as well as the procedures by which such items may be modified in the future. By a two-thirds vote, the Council may terminate any subgroup that it has created under the terms of this section.

IV.f.4 Temporary Committees and Other Subgroups. The Council Chair has the power to create and terminate temporary committees, subcommittees, or working groups to address topics of interest to the Consortium.

Section V: Conflict Resolution

Conflicts arising under this charter should be resolved in a timely, constructive manner. Towards that end, a three-step process is established.

Step one of the process involves problem-solving dialogue and resolution just between or among the disputing parties. It is recommended that in such a discussion the parties first ensure that they define the issue, discuss the interests or concerns of all involved, and generate multiple options for consideration. It is often the case that resolution is facilitated when there is a well-defined issue, a full listing of interests, and the identification of multiple options before any party advocates for any particular resolution. No written record is needed for issues arising and resolved at step one of this process, but a record if the issue, interests, and options will be needed for appeal to step two.

Step two is an appeal by any involved party not satisfied with the resolution at step one. This involves a formal indication of a dispute to the Council Chair, who then is charged with documenting the issue, the parties involved, and their report on the interests and options identified in step one. If there is not a clear record of the issue, the interests and the options, the parties may be asked to generate this before advancing further in the process – since this becomes the formal record of the issue. In step two, the Council Chair will identify a third-party knowledgeable about CaRC and appropriate to serve as a facilitator or mediator working with the parties. If the Council Chair is part of the dispute, additional Voting Members of the Council will be consulted as appropriate.

If resolution cannot be reached in Step two, then, in step three, any involved party can appeal to the relevant body charged with a final and binding decision. In some cases, this will be the Council. In other cases this may be the courts or other administrative agencies. The aim, however, is to maximize the capacity to resolve issues at step one – in a timely manner among the parties directly involved – with additional avenues of appeal available.

Section VI: General Terms

This Charter of the Consortium becomes effective initially upon a two-thirds vote of the Founding Members. Amendments to the bylaws or charter may be proposed by any member of the Leadership Team or by any Voting Member of the Council. Any proposed amendment must be accepted by a two-thirds majority of members of the Consortium entitled to vote on Consortium matters.

Appendix A

Founding Members of CaRC

Arizona State University

Brandeis University

Clemson University

Florida Atlantic University

Harvard University

Kansas State University

Montana State University

Ohio Supercomputing Center

Oklahoma State University

Stanford University

University of California Berkeley

University of Colorado Boulder

University of Florida

University of Georgia

University of Hawaii

University of Illinois Urbana Champaign

University of Miami

University of Minnesota

University of Missouri

University of Nebraska Lincoln

University of North Carolina Chapel Hill

University of Notre Dame

University of Oklahoma

University of Southern California

University of Utah

University of Virginia

University of Wisconsin – Madison

Yale University

Revision History

Document Name

Consortium Charter & Procedures

Version

1.1

Revisions

3/12/2017 (Andrew Sherman)

3/14/2017 (Joel Cutcher-Gershenfeld)

3/15/2017 (Andrew Sherman)

4/27/2017 (Andrew Sherman)

5/2/2017 (Andrew Sherman)

5/7/2017 (Andrew Sherman)

5/9/2017 (Thomas Cheatham)

5/26/2017 (Andrew Sherman)

6/14-15/2017 (Andrew Sherman & Thomas Cheatham)

6/20/2017 (Andrew Sherman)

8/04/2017 (Thomas Cheatham)

8/11/2017 (Andrew Sherman)

[1] Current examples include ACI-REF Facilitators and CyberInfrastructure Engineers, but this list is expected to expand over time.